Proposed Acquisition
22 April 2008 - 9:01AM
UK Regulatory
RNS Number:8074S
Griffin Mining Ld
22 April 2008
GRIFFIN MINING LIMITED
60 St James's Street, London SW1A 1LE, United Kingdom
Telephone: + 44 (0)20 7629 7772 Facsimile: + 44 (0)20 7629 7773
E mail: griffin@griffinmining.com
22nd April 2008
PROPOSED ACQUISITION OF YUKON ZINC CORPORATION
Griffin Mining Limited ("Griffin" or "the Company"), is pleased to announce that
it has signed an agreement ("the Agreement") with Yukon Zinc Corporation ("Yukon
Zinc") for the acquisition of all the issued common stock of Yukon Zinc. Yukon
Zinc Corporation is listed on the TSX Venture Exchange (YZC.TSX-V).
SUMMARY
Griffin will have the following attributes after completion of the transaction:
* A strong balance sheet with over $200 million in cash and no debt;
* A 60% interest in the low-cost Caijiaying zinc-gold-silver-lead mine in
Hebei Province in the People's Republic of China;
* A 100% interest in the high grade advanced zinc-silver-copper-gold-lead
Wolverine Project located in Yukon Canada;
* Upon the Wolverine Project achieving full production status, projected
annual zinc production in concentrates from Caijiaying and Wolverine is
expected to be in excess of 150 million pounds and annual payable silver
production in excess of 4.5 million ounces. There will also be significant
quantities of copper, gold and lead produced; and
* Exciting exploration and development potential surrounding the Caijiaying
mine in China and in the Finlayson District of the Yukon plus other earlier
stage exploration properties.
TRANSACTION
The Agreement provides for a plan of arrangement pursuant to section 288(1) of
the British Columbia Business Corporations Act, in which the Yukon Zinc
shareholders will exchange their Yukon Zinc shares for ordinary shares of
Griffin, on the basis of one Griffin share for each nine Yukon Zinc shares held,
after which Yukon Zinc will be a wholly owned subsidiary of Griffin.
The plan of arrangement will be submitted to the Yukon Zinc shareholders for
consideration at a special general meeting at which the approval of two thirds
of those shareholders attending and voting will be required in order to proceed
with an interim order of the Supreme Court of British Columbia for the exchange
to be effected.
The final structure of the transaction will be determined on the basis of tax,
securities and corporate law advice in order to ensure the most efficient
structure for each of the parties and their respective security holders. Yukon
Zinc has agreed to pay a break fee to Griffin, under certain circumstances, of
C$2.5 million. Yukon Zinc has also provided Griffin with certain other
customary rights, including a right to match competing offers.
No change to the Board of Directors of Griffin is contemplated. Under the
Agreement, Yukon Zinc must use its reasonable best efforts to maintain and
preserve its organization, including its current management staff.
Yukon Zinc has issued and outstanding 455,606,909 common shares for which
Griffin will issue and exchange 50,622,990 (subject to roundings) new ordinary
shares amounting to 16.2% of the enlarged share capital on an undiluted basis of
312,132,539 ordinary shares. The consideration shares to be issued would be
valued at �45,307,576 based upon the closing price of Griffin's shares on 21
April 2008 of 89.5p.
In addition Yukon Zinc has granted stock options exercisable for 23,578,000
common shares and warrants exercisable for 76,511,618 common shares. Under the
terms of the Agreement, Griffin will grant options / warrants exercisable over a
total of 11,121,069 new ordinary shares in exchange for the outstanding Yukon
Zinc options and warrants, amounting to 3.2% of the enlarged share capital on a
fully diluted basis of 338,728,608 ordinary shares.
There is no cash consideration, as Griffin's financial resources are being
retained for the development of Yukon Zinc's projects and for other corporate
purposes.
RATIONALE OF PROPOSED TRANSACTION
Griffin has successfully constructed and brought into production its Caijiaying
zinc, gold silver, lead underground mine in Northern China, on time and to
budget. Caijiaying now operates as a low cost profitable mine. With cash of in
excess of $200 million and no debt, Griffin has the funds and expertise to bring
Yukon Zinc's 100% owned Wolverine zinc-copper-lead-silver-gold underground mine
into production in a similar climate to that at Caijiaying. This will give
Griffin a second project in a separate geographical area and enhance its
existing management team.
INFORMATION ON YUKON
Yukon Zinc is based in Vancouver Canada. The Company is one of the largest
landholders in the Yukon, and has exploration rights in two of Canada's emerging
mining areas, the Finlayson and Rancheria districts.
It's most advanced project is its 100% owned Wolverine
zinc-copper-lead-silver-gold deposit which Yukon Zinc is seeking to bring into
production. A bankable feasibility was completed for the Wolverine Project by
Wardrop Engineering in January 2007 indicating favourable project economics. The
Project has all of its main development permits and enjoys strong support from
the Yukon Government and its local First Nations communities.
Yukon Zinc has completed a proven 43-101 Resource and Optimized Feasibility
Study and all major permits are in place. Wolverine is expected to be a low cost
producer as it contains high grade zinc and a large resource of silver along
with gold, copper and lead. Initial mine site construction has commenced.
Following the 2005 drilling program, a new Canadian National Instrument 43-101
compliant mineral resource estimate was made for the Wolverine deposit. Measured
& Indicated resources are 4.46 million tonnes grading 12.14% zinc, 354.8 grams
per tonne silver, 1.16% copper, 1.69 grams per tonne gold and 1.58% lead (at
US$80 cut-off). Inferred resources are 1.69 million tonnes containing 12.16%
zinc, 385.4 grams per tonne silver, 1.23% copper, 1.71 grams per tonne gold and
1.74% lead (at the same cut-off). The Inferred resources are in the deeper
portion of the deposit and require additional in-fill drilling to improve
resource confidence.
Wolverine Deposit Resource as of January 10, 2006
Resource Category Tonnes Zinc (%) Silver (g/t) Copper (%) Gold (g/t) Lead (%)
Measured 493,000 12.44 298.8 1.18 1.50 1.48
Indicated 3,968,000 12.10 361.8 1.16 1.72 1.59
Total 4,461,000 12.14 354.8 1.16 1.69 1.58
Inferred 1,693,000 12.16 385.4 1.23 1.71 1.74
The new resource estimate was prepared by Independent Qualified Persons (within the meaning of NI 43-101) Gary Giroux,
P.Eng. of Giroux Consultants Ltd. of Vancouver, BC, and Mr. Cliff Pearson, P.Geo. of Pearson Geological Ltd. of
Victoria, BC.
Source Yukon Zinc. 100% attributable.
Wolverine Deposit Reserves as of May 9, 2006
Reserve Category Tonnes Zinc (%) Silver (g/t) Copper (%) Gold (g/t) Lead (%)
Proven 583,043 10.01 241.9 0.94 1.22 1.21
Probable 4,625,303 9.50 283.8 0.90 1.35 1.25
Total 5,208,346 9.71 284.2 0.93 1.37 1.26
Mr. Richard Goodwin. P.Eng. was the Qualified Person for the Mining Section of the feasibility study; Mr. Al Polk,
P.Eng. of Snowden MIC was acting as the Independent Qualified Person.
Source Yukon Zinc. 100% attributable.
Yukon Zinc reported total assets of C$66,404,975 as at 30th September 2007.
Mladen Ninkov, Chairman of Griffin, stated "This transaction fulfills the
stringent economic and geological and political criteria the Company has imposed
upon itself. Yukon Zinc will add a high grade, profitable mine to Griffin's
portfolio and add extensive exploration acreage in one of the most exciting base
metals regions in the world. The returns for existing Griffin shareholders and
our new Griffin shareholders through Yukon Zinc will be very exciting. We
couldn't be more pleased."
Harlan Meade, President and Chief Executive Officer of Yukon Zinc, said "The
transaction with Griffin will result in the development of the Wolverine
deposit, which is projected to become a very low cost producer. Yukon Zinc's
exploration properties and expertise will complement the development and
financial strengths of Griffin and provide an attractive growth outlook for
Yukon Zinc and Griffin shareholders. We believe that this transaction represents
an excellent value proposition for our shareholders and provides a bright
future."
Further information
Mladen Ninkov - Chairman Telephone: +44(0)20 7629 7772
Roger Goodwin - Finance Director
Griffin Mining Limited
Adrian Hadden Telephone: +44(0)20 7523 8353
Collins Stewart Europe Limited
Griffin Mining Limited's shares are quoted on the Alternative Investment Market
(AIM) of the London Stock Exchange (symbol GFM).
The Company's news releases are available on the Company's web site:
www.griffinmining.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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